Consequences of infringements 196a (3) of the Commercial Code

The Supreme Court recently ruled on the consequences of violations 196a paragraph 3 of the Commercial Code. At the same time, it changed the wall of its existing case law, which insisted on the unconditional invalidity of contracts concluded without compliance with the procedure under this provision (according to the decision of the Supreme Court of the Czech Republic file no. 31 Cdo 3986/2009 of 8.2.2012).

Prvn round:

It follows from the provisions of the case law of the Supreme Court that as a result of a breach of the obligation to determine the value of fixed assets based on the opinion of an expert appointed by the court, imposed by Article 196a (3) of the Commercial Code on contracts in it, the invalidity of the contract on transfer of property is invalid. The above-mentioned However, if the contract subject to the provisions of Article 196a (3) of the Commercial Code agreed the price of the mandrel (ie the price in the city and at the usual time), although the price at which the property was transferred was not determined on the basis of the opinion of an expert appointed by the court. achieved by that order would not be achieved in accordance with the procedure provided for in Article 196a (3) of the Commercial Code. In such a case, there is no reason to conclude the absolute invalidity of the conclusion of the contract only because the mechanism ensuring that the price for the transfer of property was not agreed upon by the company was not complied with. Opan zvr (according to which the price was not set on the basis of the opinion of an expert appointed by the court leads immediately to a reversal of the invalidity of the contract under Article 196a (3) of the Commercial Code, even if the price of the thorn was agreed) could in the extreme case damage to the company, for its protection is provided for 196a para.

In other words, the precondition for the invalidity of a contract on the transfer of property under Article 196a (3) of the Commercial Code is not only the unfounded requirement that the value of fixed assets be determined on the basis of the opinion of an expert appointed by the court, but also (simultaneously) for the company I am not suitable for the price in the given city and the usual time.

Supreme Court of the Czech Republic (www.nsoud.cz)

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